The affairs and activities of the Colonial Heritage Community Foundation, Inc. (the “Corporation”) shall be carried out at all times for the purposes and in accordance with the terms set forth in its Articles of Incorporation and these Bylaws, and in conformity with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”) affecting nonprofit organizations described in Section 501(c) (3) of the Code.
2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors and, except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all the powers of the Corporation shall be vested in suchBoard.
2.2 Number of Directors. The Board of Directors shall be no less than five (5) and no more than fifteen (15) in number.
2.3 Election of Directors; Quorum.
(a) The directors shall be elected by a majority vote of those present at any regular meeting of the Board of Directors and each director shall hold office for the term of three (3) years or until his or her successor is elected.
(b) A majority of the number of directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Director present when there is less than a quorum may adjourn any meeting.
2.4 Meetings of Directors. An annual meeting of the Board of Directors for the election of officers and the transaction of such other business as may come before the meeting shall be held at the regularly monthly meeting in April each year or such other date as agreed upon by the Board of Directors, Other meetings of the Board of Directors shall be held at places within or without the Commonwealth of Virginia and at times fixed by resolution of the Board, or upon call of the President or a majority of Director. The Secretary or officer performing the Secretary’s duties shall give not less than five (5) days’ notice by letter, telecopies, telephone, electronic mail or in person of meetings of the Board of Directors. Prior notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the directors are present, or if those not present waive notice in writing before the meeting. The notice of meetings of the Board need not state the purpose of the meeting. Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.
(a) Each director shall be entitled to one (1) vote. A majority of the number of directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.
(b) During the time that any vacancy is unfilled, the remaining directors shall be deemed to constitute the full Board of Directors and shall be empowered to act as such.
2.5 Compensation. A director shall not be entitled to compensation for his or her services as a director. The foregoing shall not prevent the Board of Directors from reimbursing any director for expenses actually, necessarily and reasonably incurred in the performance of his or her duties as director, or from entering into a contract in the best interests of the Corporation and on fair and reasonable terms, as determined by a vote of directors not having a material financial interest in thematter.
3.1 Committees. The Board of Directors may establish such standing or special committees as it shall deem appropriate to conduct the activities of the Corporation and to advise the Board. The Board of Directors shall define the powers and responsibilities of such committees. The members and chairperson of all committees shall be appointed by the Board of Directors for a one-year term or until their successors are duly elected, but shall be subject to removal at any time by vote of a majority of the Board of Directors then in office. No committee appointed by the Board shall consist of fewer than two (2) members. Persons other than directors may be appointed as committee members by the Board of Directors. The voting rights, if any, of committee members other than directors shall be specified by the Board of Directors in its action designating specific powers and responsibilities of each committee. Absent prior authorization, no committee shall have the power to take actions or implement policy recommendations without first submitting such action or policy to the Board of Directors for approval.
3.2 Meetings. Regular and special meetings of any committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these Bylaws for regular and special meetings of the Board of Directors.
3.3 Quorum and Manner of Acting. A majority of the members of any committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a committee meeting at which a quorum is present shall constitute the act of the committee.
3.4 Resignation. Any member of a committee may resign at any time by giving written notice of his or her intention to do so to the President or the Secretary of the Corporation.
3.5 Vacancies. Any vacancy occurring in a committee resulting from any cause whatsoever may be filled by the Board of Directors.
4.1 Election of Officers; Terms. The officers of the Corporation shall consist of a President, a Vice President, a Secretary and a Treasurer, and shall be elected by the Board of Directors. All officers shall hold office for a term of two years or until their successors are appointed.
4.2 Resignation and Removal of Officers\Directors; Vacancies. Any Board Director may resign at any time by giving written notice to the President or Secretary. The resignation is effective as of any specific date provided in the written notice; or the date the notification is received in the event no specific date is provided. Any Board Director may be removed without cause at any time by a vote of a majority of all of the Directors. In the event that resignation or removal of Directors causes the Board to fall below the minimum number specified in 2.2 the remaining Directors are empowered to elect new Directors to meet this requirement.
4.3 Duties of the President. The President shall preside at all corporate meetings. Except as otherwise provided in these Bylaws or in the resolutions establishing such committees, he or she shall be an ex officio member of all committees of the Board of Directors. He or she may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. He or she shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him or her by the Board of Directors.
4.4 Duties of the Vice President. The Vice President shall have such powers and duties as may from time to time be assigned to him or her by the President or the Board of Directors. The Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Corporation or as otherwise required by law.
4.5 Duties of the Treasurer. The Treasurer shall oversee the financial affairs of the Corporation and shall report on the financial status of the Corporation, performing all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors or the President.
4.6 Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors of the Corporation and maintain the corporate book. When requested,he or she shall also act as secretary of the meetings of the committees of the Board. He or she shall keep and preserve the minutes of all such meetings in permanent books. He or she shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with law or the provisions of these Bylaws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation; shall see that all reports,statements and other documents required by law(except tax returns) are properly filed, including the filing of any reports with the Virginia Office of Consumer Affairs. He or she shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time maybe assigned to him or her by the Board of Directors or the President.
5.1 Compliance With Governing Law. The Corporation and the directors shall comply with all Virginia and local laws concerning conflict of interest transactions (as defined in Section 13.1-871of the Virginia Code) applicable to Virginia non stock corporations. In extension (and not in limitation) thereof, the directors shall comply with the provisions hereinafter set forth.
5.2 Permissible Conflict of Interest Transactions. The Corporation may enter into a Conflict of Interest Transaction if, in advance of doing so, the Board of Directors (I) takes reasonable steps to ensure that the terms of such transaction are fair and reasonable to the Corporation under the circumstances, and (ii) documents such steps and the basis for the conclusion that such transaction is fair and reasonable to the Corporation.
5.3 Officers; Committee Members. The foregoing provisions of this Article shall also apply to officers of the Corporation and to committee members.
6.1 Limitation on Liability of Officers and Directors. To the full extent that the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, a director or officer of the Corporation shall not be 1iable to the Corporation for monetary damages.
6.2 Indemnification. To the full extent permitted and in the manner prescribed by the Virginia Nonstock Corporation Act and any other applicable law, the Corporation shall indemnify a director or officer of the Corporation who is or was a party to any proceeding by reason of the fact that he or she is or was such a director or officer or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation , partnership, joint venture, trust, employee benefit plan or other enterprise.
6.3 Directors, Officers, Employers OT Agents Reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators.
7.1 Minutes of Meetings and Records of Actions Taken Without Meetings. The Corporation shall keep as permanent records minutes of all meetings of its and all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation.
7.2 Accounting Records. The Corporation shall maintain appropriate accounting records.
7.3 Form of Records. The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
7.4 Specific Records Which Corporations Must Keep. The Corporation shall keep a copy of the following records:
(a) The Corporation’s Articles or Restated Articles of Incorporation and all amendments to them currently in effect;
(b) The Corporation’s Bylaws or restated Bylaws and all amendments to them currently in effect;
(c) A list of the names and business addresses of the Corporation’s current directors and officers;
(d) The Corporation’s most recent annual report delivered to the State Corporation Commission; and
(e) Form 1023, Application for Recognition of Exemption, filed by the Corporation with the Internal Revenue Service.
8.1 Seal. The seal of the Corporation, if any, shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word “Seal” and the name of the Corporation.
8.2 Fiscal Year. The fiscal year of the Corporation shall begin on January 1st of each year and shall end on the 31st day of December of each year until changed or modified by the Board of Directors.
8.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board ofDirectors so authorizes, however, the signature of any such person may be a facsimile.
8.4 Amendment of Articles of Incorporation and Bylaws. The Corporation’s Articles of Incorporation may be amended or altered at any meeting of the Board of Directors by a resolution adopted by at least two-thirds of the Corporation’s directors. These Bylaws may be amended or altered at any time at any meeting of the Board of Directors by a resolution adopted by at least a majority of the Corporation’s directors. A written copy of the proposed amendment to the Articles of Incorporation or Bylaws, as the case may be, must be provided to each director at least three (3) days prior to said meeting.
8.5 Use of Pronouns. Whenever used herein, the masculine pronouns shall
include the feminine, the feminine shall include the masculine, the singular shall include the plural and the plural shall include the singular.
These Bylaws were duly adopted by the Board of Directors of this Corporation effective as of the 26th day of January, 2016.
Colonial Heritage Community Foundation, Inc.